8-K
Ferrellgas Partners L P (FGPR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 17, 2025
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| Ferrellgas Partners, L.P. |
| (Exact name of registrant as specified in its charter) |
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|---|---|---|---|---|
| Delaware | **** | 001-11331 | **** | 43-1698480 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | |
|---|---|---|
| One Liberty Plaza , | | |
| Liberty , Missouri | 64068 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 816 - 792-1600
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| n/a |
| Former name or former address, if changed since last report |
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| Ferrellgas Partners Finance Corp. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
|---|---|---|---|---|
| Delaware | **** | 333-06693-02 | **** | 43-1742520 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | |
|---|---|---|
| One Liberty Plaza | | |
| Liberty , Missouri | 64068 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 816 - 792-1600
| |
|---|
| n/a |
| Former name or former address, if changed since last report |
| |
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|---|
| Ferrellgas, L.P. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
|---|---|---|---|---|
| Delaware | **** | 000-50182 | **** | 43-1698481 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | |
|---|---|---|
| One Liberty Plaza | | |
| Liberty , Missouri | 64068 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 816 - 792-1600
| |
|---|
| n/a |
| Former name or former address, if changed since last report |
| |
|---|
| Ferrellgas Finance Corp. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
|---|---|---|---|---|
| Delaware | **** | 000-50183 | **** | 14-1866671 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | |
|---|---|---|
| One Liberty Plaza , | | |
| Liberty , Missouri | 64068 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 816 - 792-1600
| |
|---|
| n/a |
| Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Ferrellgas Partners, L.P.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Partners Finance Corp.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas, L.P.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Finance Corp.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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|---|---|---|---|---|
| Title of each class | **** | Trading Symbol(s) | **** | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2025, Michael E. Cole, Chief Financial Officer and Treasurer of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P. (collectively, “the Company”), informed the Company of his intention to retire, effective May 2, 2025. Mr. Cole’s decision to retire did not result from a disagreement with the Company or any of its officers or directors on any matter relating to the operations, policies or practices of the Company. The Company thanks Mr. Cole for his significant contributions and leadership and wishes him the best in his retirement. A search for a new CFO will be initiated.
Item 7.01 Regulation FD Disclosure.
On March 21, 2025, the Company issued a press release announcing the pending retirement of its Chief Financial Officer and Treasurer as described in Item 5.02 of this Form 8-K. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Fi nancial Statements and Exhibits
(d) Exhibits.
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|---|---|---|---|
| | Exhibit No. | **** | Description |
| | 99.1 | | Press release of Ferrellgas Partners, L.P., dated March 21, 2025, announcing pending Chief Financial Officer and Treasurer retirement. |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | FERRELLGAS PARTNERS, L.P. | |
| | By: | Ferrellgas, Inc., its general partner |
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| Date: March 21, 2025 | By: | /s/ Tamria A. Zertuche |
| | | Chief Executive Officer and President |
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| | FERRELLGAS PARTNERS FINANCE CORP. | |
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| Date: March 21, 2025 | By: | /s/ Tamria A. Zertuche |
| | | Chief Executive Officer and President |
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| | FERRELLGAS, L.P. | |
| | By: | Ferrellgas, Inc., its general partner |
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| Date: March 21, 2025 | By: | /s/ Tamria A. Zertuche |
| | | Chief Executive Officer and President |
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| | FERRELLGAS FINANCE CORP. | |
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| Date: March 21, 2025 | By: | /s/ Tamria A. Zertuche |
| | | Chief Executive Officer and President |
Exhibit 99.1 FERRELLGAS PARTNERS, L.P. ANNOUNCES CFO RETIREMENT
Liberty, MO., March 21, 2025 (GLOBE NEWSWIRE) - Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”), a technology enabled logistics company and nationwide distributor of propane and related products and services, announced today that Michael E. Cole, its Chief Financial Officer and Treasurer, has declared his intention to retire effective May 2, 2025. As previously reported, the Company retained Moelis & Company LLC to advise on various financial strategies and will continue this relationship while a search for a new CFO is undertaken.
"Ferrellgas has benefited from the experience and leadership of Mike Cole,” said Tamria Zertuche, President and CEO for Ferrellgas. “Mike’s career spans multiple decades and has garnered Mike a vast portfolio of experience and knowledge in the finance and energy sectors. This is showcased in how quickly Mike made an impact on Ferrellgas and our key stakeholders. Mike has served Ferrellgas and all its key stakeholders with high integrity and the employee-owner mindset key to our continued success.”
Ms. Zertuche continued, "Mike has developed our Finance and Accounting team, adding strong and key positions within the organization. His focus on the organization has created an opportunity for us to build upon a strong foundation. We appreciate all that Mike has done to move Ferrellgas forward in several key areas, including FP&A, Treasury, and our Investor Relations outreach. We wish Mike the best in his retirement.”
About **** Ferrellgas Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Its Blue Rhino exchange brand is sold at more than 65,000 locations nationwide. Ferrellgas employees indirectly own 1.1 million common units of the partnership through an employee stock ownership plan. Ferrellgas Partners, L.P. filed a Form 10-K with the Securities and Exchange Commission on September 27, 2024. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com. For more information, follow Ferrellgas on Facebook, X, LinkedIn, and Instagram.
Additional Information Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts, and the Investor Relations page of our website. We may use these channels to distribute material information about the Company and to communicate important information about corporate initiatives and other matters. Information that we may post on our website could be deemed material. Therefore, we encourage investors, the media, our customers, business partners, and others interested in the Company to review the information posted on our website.
Contact: Communications@Ferrellgas.com